| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ZFOX | Common Stock | Disposed to Issuer | -853K | -100% | 0 | May 13, 2024 | Direct | F1, F2, F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ZFOX | Stock Option (right to buy) | Disposed to Issuer | -301K | -100% | 0 | May 13, 2024 | Common Stock | 301K | $0.60 | Direct | F1, F5 | ||
| transaction | ZFOX | Stock Option (right to buy) | Disposed to Issuer | -126K | -100% | 0 | May 13, 2024 | Common Stock | 126K | $0.77 | Direct | F1, F5 | ||
| transaction | ZFOX | Stock Option (right to buy) | Disposed to Issuer | -194K | -100% | 0 | May 13, 2024 | Common Stock | 194K | $0.98 | Direct | F1, F5 | ||
| transaction | ZFOX | Stock Option (right to buy) | Disposed to Issuer | -115K | -100% | 0 | May 13, 2024 | Common Stock | 115K | $1.23 | Direct | F1, F6 | ||
| transaction | ZFOX | Stock Option (right to buy) | Disposed to Issuer | -71.6K | -100% | 0 | May 13, 2024 | Common Stock | 71.6K | $2.24 | Direct | F1, F6 | ||
| transaction | ZFOX | Stock Option (right to buy) | Disposed to Issuer | -85.9K | -100% | 0 | May 13, 2024 | Common Stock | 85.9K | $8.25 | Direct | F1, F6 |
Timothy S. Bender is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Securities are disposed of pursuant to the Agreement and Plan of Merger, dated as of February 6, 2024, by and among the Issuer, ZI Intermediate II, Inc. ("Parent"), and HI Optimus Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"). On May 13, 2024, Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Parent (the "Merger"). |
| F2 | Consists of (i) 237,909 shares of common stock and (ii) 614,962 unvested restricted stock units ("RSUs"). |
| F3 | At the effective time of the Merger, each then outstanding share of the Issuer's common stock was canceled and converted automatically into the right to receive an amount in cash equal to $1.14 per share without interest thereon and subject to any applicable withholding taxes. |
| F4 | At the effective time of the Merger, each then outstanding RSU held by the Reporting Person was canceled and converted automatically into the contingent right to receive an amount in cash equal to $1.14 per share without interest thereon and subject to any applicable withholding taxes. Such resulting amount will vest and become payable at the same time that the RSUs, from which such resulting amount was converted, would have vested pursuant to their terms and will otherwise remain subject to substantially the same terms and conditions as were applicable to such RSUs immediately prior to the effective time of the Merger. |
| F5 | At the effective time of the Merger, each then vested and outstanding option to purchase shares of common stock, was automatically deemed exercised on a cashless basis and exchanged for the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (x) the excess, if any, of (A) $1.14 over (B) the per-share exercise price for such vested option, by (y) the total number of shares of common stock underlying such vested option. |
| F6 | At the effective time of the Merger, each option to purchase shares of common stock, then vested or unvested, with an exercise price equal to or greater than $1.14 was canceled for no consideration. |